Bidder's Statement - Peabody Energy

(g)
matter or thing becomes known to PEAMCoal
(whether or not becoming public), (each of (A),
(B) and (C), a Specified Event) which, whether
individually or when aggregated with all such events,
changes, conditions, matters or things of a like kind,
has had or would be considered reasonably likely
to have:
(D) a material adverse effect on the business, assets,
liabilities, financial or trading position, profitability or
prospects of the Macarthur Group taken as a whole; or
(E) without limiting the generality of section 11.7(f)(1)(D):
(i) the effect of a diminution in the value of the
consolidated net assets of the Macarthur
Group, taken as a whole, by at least A$250
million against what it would reasonably have
been expected to have been but for such
Specified Event;
(ii) the effect of a diminution in the consolidated net
profit after tax of the Macarthur Group, taken as
a whole, by at least A$25 million in any financial
year for the Macarthur Group against what they
would reasonably have been expected to have
been but for such Specified Event; or
(iii) the effect of preventing the Macarthur Group
from operating any one or more of the existing
mines of the Macarthur Group for a period of
three months or longer or from completing any
of its material development activities.
(2) For the purposes of section 11.7(f)(1), PEAMCoal shall
not be taken to know of information concerning any
event, change, condition, matter or thing before the
Announcement Date, unless PEAMCoal knows or ought
reasonably to have known (having regard to the information
actually known by PEAMCoal and, the information
disclosed by Macarthur in its public filings with the ASX, in
each case before the Announcement Date), of the extent or
magnitude of the event, change, condition, matter or thing.
No prescribed occurrences
Between the Announcement Date and the date 3 Business
Days after the end of the Offer Period (each inclusive), none of
the following prescribed occurrences happen:
(1) Macarthur converts all or any of its Shares into a larger or
smaller number of Shares;
(2) Macarthur or a Subsidiary of Macarthur (which is not a
directly or indirectly wholly owned Subsidiary) resolves to
reduce its share capital in any way;
(3) Macarthur or a Subsidiary of Macarthur (which is not a
directly or indirectly wholly owned Subsidiary):
(A) enters into a buy-back agreement; or
(B) resolves to approve the terms of a buy-back
agreement under section 257C(1) or 257D(1) of the
Corporations Act;
(4) Macarthur or a Subsidiary of Macarthur issues shares
or grants an option over its shares, or agrees to make
such an issue or grant such an option, in each case other
than Shares issued or agreed to be issued in the ordinary
course of business under employee or director share
plans;
(5) Macarthur or a Subsidiary of Macarthur issues, or agrees
to issue, convertible notes;
(6) Macarthur or a Subsidiary of Macarthur disposes, or
agrees to dispose, of the whole, or a substantial part, of its
business or property;
(7) Macarthur or a Subsidiary of Macarthur charges, or agrees
to charge, the whole, or a substantial part, of its business
or property;
(h)
(i)
(8) Macarthur or a Subsidiary of Macarthur resolves to be
wound up;
(9) the appointment of a liquidator or provisional liquidator of
Macarthur or a Subsidiary of Macarthur;
(10) a court makes an order for the winding up of Macarthur or
a Subsidiary of Macarthur;
(11) an administrator of Macarthur, or a Subsidiary of
Macarthur, is appointed under section 436A, 436B or
436C of the Corporations Act;
(12) Macarthur or a Subsidiary of Macarthur executes a deed of
company arrangement; or
(13) a receiver, or a receiver and manager, is appointed in
relation to the whole, or a substantial part, of the property
of Macarthur or a Subsidiary of Macarthur.
No persons entitled to exercise or exercising rights under
certain agreements or instruments
Between the Announcement Date and the end of the Offer
Period (each inclusive), there is no person entitled to exercise,
exercising or purporting to exercise, stating an intention to
exercise (whether or not that intention is stated to be a final
or determined decision of that person), or asserting a right to
exercise, any rights under any provision of any agreement or
other instrument to which Macarthur or any of its Subsidiaries
is a party, or by or to which Macarthur or any of its Subsidiaries
or any of its assets or businesses may be bound or be subject,
which results, or could result, to an extent to which is material in
the context of Macarthur and its Subsidiaries taken as a whole,
in:
(1) any moneys borrowed by Macarthur or any of its
Subsidiaries being or becoming repayable or being
capable of being declared repayable immediately or earlier
than the repayment date stated in such agreement or
other instrument;
(2) any such agreement or other such instrument being
terminated or modified or any action being taken or arising
thereunder (including the acceleration of the performance
of any obligations thereunder);
(3) the interest of Macarthur or any of its Subsidiaries in any
firm, incorporated or unincorporated joint venture, trust
corporation or other entity (or any arrangements relating to
such interest) being terminated, modified or being required
to be disposed of;
(4) the assets of Macarthur or any of its Subsidiaries being
sold, transferred or offered for sale or transfer, including
under any pre-emptive rights or similar provisions; or
(5) the business of Macarthur or any of its Subsidiaries with
any other person being adversely affected.
No material acquisitions, disposals, changes in the
conduct of business or dividends
Between the Announcement Date and the end of the Offer
Period (each inclusive), neither Macarthur nor any of its
Subsidiaries:
(1) acquires or disposes of, or enters into agrees to enter
into or announces any agreement for the acquisition or
disposal of, any asset or business, or enters into any
transaction, which would or would reasonably be likely to
involve a material change in:
(A) the manner in which Macarthur and its Subsidiaries
conduct their business;
(B) the nature (including balance sheet classification),
extent or value of the assets of Macarthur and its
Subsidiaries; or
(C) the nature (including balance sheet classification),
extent or value of the liabilities of Macarthur and its
Subsidiaries,
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